Exhibit

The Company reported net income of $1.2 million, or $0.24 per diluted common share, for the three months ended June 30, 2019, compared to net income of $1.2 million, or $0.23 per diluted common share, for the three months ended June 30, 2018. Net income for the six months ended June 30, 2019 was $1.7 million, or $0.33 per diluted common share, compared to net income of $2.3 million, or $0.41 per diluted common share, for the six months ended June 30, 2018. The six months ended June 30, 2019 had been impacted by approximately $862,000 in additional professional expenses year over year in connection with the first audit of the Company's internal control over financial reporting. As the Company previously disclosed, in connection with the audit, management and outside auditors identified certain material weaknesses in internal control. While none of these material weaknesses resulted in any misstatement or material change to the reported results, they did cause the scope of the audit and consequently the related expense to increase significantly. Adjusting for the expense associated with the change in procedures, net income for the six months ended June 30, 2019 would have been $2.3 million or $0.45 per diluted share.



Selected Financial Ratios
(unaudited; annualized where applicable)

As of or for the quarter ended:	6/30/2019			3/31/2019			12/31/2018			9/30/2018			6/30/2018
Return on average assets	0.85		%	0.36		%	0.87		%	0.92		%	0.87		%
Return on average equity	7.28		%	3.05		%	7.20		%	7.56		%	7.17		%
Net interest margin	3.21		%	3.19		%	3.22		%	3.44		%	3.24		%
Net loans / deposit ratio	118.62		%	113.10		%	119.43		%	113.08		%	113.64		%
Shareholders' equity / total assets	11.42		%	11.77		%	11.40		%	11.86		%	11.39		%
Efficiency ratio	62.97		%	83.83		%	62.51		%	61.96		%	62.49		%
Book value per common share	$	12.64		$	12.46		$	12.37		$	12.70		$	12.43

Total interest income for the three months ended June 30, 2019 increased $429,000, or 7.5%, to $6.2 million compared to $5.7 million for the second quarter of 2018. Interest income increased in the quarter ended June 30, 2019 compared to the comparable period in 2018, as a result of an increase in loan yields. Total interest expense increased by $449,000, or 34.4%, to $1.8 million, for the three months ended June 30, 2019 compared to the same period in 2018 due to higher interest rates on deposits and borrowings during the 2019 period.

Net interest income for the three months ended June 30, 2019 was flat at $4.4 million compared to the same three month period in 2018. The annualized net interest spread was 2.94% and 3.05% for the three months ended June 30, 2019 and 2018, respectively. For the quarter ended June 30, 2019, the Company's annualized net interest margin decreased to 3.21% compared to 3.24% for the corresponding three-month period in 2018.

Total interest income for the six months ended June 30, 2019, increased $1.1 million, or 9.91%, to $12.3 million compared to $11.2 million for the six months ended June 30, 2018 as average earning assets increased $13.0 million year over year. Total interest expense increased by $1.0 million, or 41.33%, to $3.4 million for the six months ended June 30, 2019 compared to June 30, 2018 as average interest bearing liabilities increased $4.8 million year over year and the average cost of such liabilities increased 43 basis points.

Net interest income grew $101,000, or 1.2%, to $8.8 million for the six months ended June 30, 2019 compared to $8.7 million for the six months ended June 30, 2018. Net interest spread and net interest margin for the six months ended June 30, 2019, declined 13 and 4 basis points respectively, to 2.93% and 3.20% compared to 3.06% and 3.24% for the six months ended June 30, 2018. Net interest income and net interest margin decreased as the Company's deposit pricing has become more competitive year over year.

The loan loss provision for the three months ended June 30, 2019 was zero compared to $90,000 for the same period in 2018. The loan loss provision for the six months ended June 30, 2019 was zero compared to $180,000 for the same period in 2018. The decrease in the level of provision for loan loss primarily reflects lower loan growth in the current period in addition to the improvement of other credit metrics year over year.

Non-interest income for the three months ended June 30, 2019 was $204,000, as compared to $208,000 for the same period in 2018. Non-interest expense, which consists of salaries and employee benefits, occupancy expense, professional services and other non-interest expenses totaled $2.9 million for the quarter ended June 30, 2019 and the same period in 2018.

Non-interest income for the six months ended June 30, 2019 was $394,000, as compared to $412,000 for the same period in 2018. Non-interest expense, totaled $6.8 million for the six months ended June 30, 2019 as compared to $5.9 million for the same period in 2018. The increase in non-interest expense was primarily related to an increase in professional service expense.



Condensed Consolidated Statements of Income (unaudited)

(dollars in thousands, except for per share data)
For the quarter ended:	6/30/2019		3/31/2019		12/31/2018		9/30/2018		6/30/2018
Net interest income	$	4,411	$	4,423	$	4,459	$	4,755	$	4,431
Provision for loan losses	—		—		—		60		90
Net interest income after provision for loan losses	4,411		4,423		4,459		4,695		4,341
Other income	204		190		198		190		208
Other expense	2,906		3,867		2,911		3,064		2,899
Income before income taxes	1,709		746		1,746		1,821		1,650
Income taxes (benefit)	487		232		491		506		407
Net income	$	1,222	$	514	$	1,255	$	1,315	$	1,243
Earnings per common share:
Basic	$	0.24	$	0.10	$	0.24	$	0.25	$	0.23
Diluted	$	0.24	$	0.10	$	0.24	$	0.24	$	0.23
Weighted average common shares outstanding:
Basic	5,126,938		5,198,432		5,276,116		5,330,029		5,331,090
Diluted	5,155,258		5,237,329		5,317,305		5,388,577		5,375,090



Condensed Consolidated Statements of Condition (unaudited)

(in thousands)
At:	6/30/2019		3/31/2019		12/31/2018		9/30/2018		6/30/2018
Cash and due from banks	$	1,200	$	1,040	$	1,558	$	1,254	$	1,654
Interest-earning demand deposits with banks	14,473		9,771		10,242		20,817		14,660
Securities held to maturity	39,455		36,982		39,476		43,009		44,770
Loans receivable, net of allowance	494,192		489,445		502,299		494,848		509,689
Premises and equipment	8,006		9,221		8,180		8,323		8,461
Federal home Loan Bank of New York stock, at cost	4,805		3,406		4,756		4,117		4,212
Bank owned life insurance	14,775		14,679		14,585		14,489		14,392
Accrued interest receivable	1,715		1,772		1,615		1,734		1,754
Other assets	2,863		1,777		1,789		1,803		1,657
Total assets	$	581,484	$	568,093	$	584,500	$	590,394	$	601,249
Deposits	$	416,607	$	432,754	$	420,579	$	437,597	$	448,512
Borrowings	95,075		64,275		94,275		80,075		82,175
Other liabilities	3,423		4,172		3,000		2,714		2,056
Stockholders' equity	66,379		66,892		66,646		70,008		68,506
Total liabilities and stockholders' equity	$	581,484	$	568,093	$	584,500	$	590,394	$	601,249

At June 30, 2019, the loan portfolio primarily consisted of commercial real estate loans 39.9% and residential mortgages 31.2%. Commercial and industrial loans represented 20.6% of the portfolio while construction loans accounted for 8.1% of the portfolio. Total gross loans receivable increased $1.7 million to $520.8 million at June 30, 2019 compared to $519.1 million at December 31, 2018. The slight increase primarily reflects an increase in commercial loans of $6.9 million and a decrease of $5.0 million in residential mortgages as the Company continues to focus on commercial lending.



Loans (unaudited)

(dollars in thousands)
At quarter ended:	6/30/2019		3/31/2019		12/31/2018		9/30/2018		6/30/2018
Residential mortgage:
One-to-four family	$	139,119	$	140,043	$	143,391	$	147,127	$	151,372
Home equity	23,596		25,160		24,365		25,494		26,174
Total residential mortgage	162,715		165,203		167,756		172,621		177,546
Commercial and multi-family real estate	207,866		206,653		212,606		209,283		214,653
Construction	42,356		37,319		29,628		28,788		48,423
Commercial and industrial - Secured	50,802		49,640		60,426		56,331		52,879
Commercial and industrial - Unsecured	56,672		53,791		48,176		45,518		41,261
Total commercial loans	357,696		347,403		350,836		339,920		357,216
Consumer loans	425		470		540		580		608
Total loans receivable	520,836		513,076		519,132		513,121		535,370
Less:
Loans in process	20,447		17,443		10,677		12,142		19,594
Deferred loan fees	536		530		501		475		491
Allowance	5,661		5,658		5,655		5,656		5,596
Total loans receivable, net	$	494,192	$	489,445	$	502,299	$	494,848	$	509,689

At June 30, 2019 and December 31, 2018 non-performing loans totaled $4.0 million and $4.1 million, or 0.69% and 0.71% of total assets, respectively. Nonperforming loans decreased slightly since year end as one relationship was resolved in the quarter. Total delinquent loans (including nonperforming delinquent loans) were $5.7 million at June 30, 2019, a decrease of $538,000 from December 31, 2018. The allowance for loan losses as a percentage of total loans was 1.13% and 1.11% at June 30, 2019 and at December 31, 2018, respectively, while the allowance for loan losses as a percentage of non-performing loans increased to 140.26% at June 30, 2019 from 136.83% at December 31, 2018. Non-performing loans to total loans was 0.81% at June 30, 2019 and December 31, 2018, respectively.




(dollars in thousands, unaudited)
As of or for the quarter ended:	6/30/2019			3/31/2019			12/31/2018			9/30/2018			6/30/2018
Non-accrual loans	$	3,681		$	3,839		$	4,131		$	2,746		$	3,430
Loans 90 days or more past due and still accruing	355						2			101			699
Total non-performing loans	$	4,036		$	3,839		$	4,133		$	2,847		$	4,129

Non-performing assets / total assets	0.69		%	0.68		%	0.71		%	0.48		%	0.69		%
Non-performing loans / total loans	0.81		%	0.78		%	0.81		%	0.57		%	0.80		%
Net charge-offs (recoveries)	$	(4	)	(3		)	—			—			—
Net charge-offs (recoveries) / average loans (annualized)	—		%	—		%	—		%	—		%	—		%
Allowance for loan loss / total loans	1.13		%	1.14		%	1.11		%	1.13		%	1.09		%
Allowance for loan losses / non-performing loans	140.26		%	147.38		%	136.83		%	198.67		%	135.53		%

Total assets	$	581,484		$	568,093		$	584,500		$	590,394		$	601,249
Gross loans, excluding ALLL	$	499,853		$	495,103		$	507,954		$	500,504		$	515,285
Average loans	$	498,799		$	502,149		$	499,368		$	499,082		$	500,959
Allowance for loan losses	$	5,661		$	5,658		$	5,655		$	5,656		$	5,596

Total deposits at June 30, 2019 decreased to $416.6 million from $420.6 million compared to year-end 2018. Certificates of deposits (including IRAs) and non-interest demand balances increased $27.6 million and $3.1 million, respectively. Certificates of deposits increased to $148.5 million compared to $120.9 million at year end while non-interest demand deposit account balances increased to $49.8 million compared to $46.7 million at December 31, 2018. Additionally, money market balances increased $2.6 million to $18.8 million compared to $16.2 million at year-end 2018. Offsetting these increases was a decline in interest-bearing demand deposit account balances of $32.4 million to $101.7 million at June 30, 2019 from $134.1 million at December 31, 2018.



Deposits (unaudited)

(dollars in thousands)
At quarter ended:	6/30/2019		3/31/2019		12/31/2018		9/30/2018		6/30/2018
Demand:
Non-interest bearing	$	49,799	$	49,429	$	46,690	$	45,501	$	42,687
Interest-bearing	101,678		123,420		134,123		150,248		153,968
Savings	97,898		103,109		102,740		102,434		109,254
Money market	18,780		17,182		16,171		12,822		14,381
Time	148,452		139,614		120,855		126,592		128,222
Total deposits	$	416,607	$	432,754	$	420,579	$	437,597	$	448,512

At June 30, 2019, the Company's total stockholders' equity amounted to $66.4 million, or 11.42% of total assets, compared to $66.6 million at December 31, 2018. The Company’s book value per common share was $12.64 at June 30, 2019, compared to $12.37 at December 31, 2018. The decrease in stockholders' equity was primarily due to the repurchase of 131,400 shares for $2.2 million during the year, with the remaining difference related to ESOP, restricted stock and stock option accounting activity, partially offset by net income of $1.7 million from the period.

At June 30, 2019, the Bank’s common equity tier 1 ratio was 11.31%, tier 1 leverage ratio was 10.36%, tier 1 capital ratio was 11.31% and the total capital ratio was 12.41%. At December 31, 2018, the Bank’s common equity tier 1 ratio was 11.90%, tier 1 leverage ratio was 10.71%, tier 1 capital ratio was 11.90%, and the total capital ratio was 13.00%. At June 30, 2019, the Bank was in compliance with all applicable regulatory capital requirements.



Condensed Consolidated Average Statements of Condition (unaudited)

(dollars in thousands)
For the quarter ended:	6/30/2019			3/31/2019			12/31/2018			9/30/2018			6/30/2018
Loans	$	498,799		$	502,149		$	499,368		$	499,082		$	500,959
Securities held to maturity	36,796			37,899			41,460			43,871			36,494
Allowance for loan losses	(5,659		)	(5,656		)	(5,686		)	(5,624		)	(5,538		)
All other assets	42,671			42,778			41,211			37,466			38,053
Total assets	$	572,607		$	577,170		$	576,353		$	574,795		$	569,968
Non-interest bearing deposits	$	49,861		$	46,962		$	48,172		$	43,495		$	38,903
Interest-bearing deposits	368,679			367,434			372,474			386,364			385,047
Borrowings	83,814			92,780			83,440			73,077			74,192
Other liabilities	3,087			2,623			2,585			2,320			2,495
Stockholders' Equity	67,166			67,371			69,682			69,539			69,331
Total liabilities and shareholders' equity	$	572,607		$	577,170		$	576,353		$	574,795		$	569,968

This release references adjusted net income, which is a non-GAAP (Generally Accepted Accounting Principles) financial measure. Adjusted net income is derived from GAAP net income less the $862,000 in additional expenses associated with the expanded audit scope and identification of material weaknesses and tax effected at a rate of 31%. We believe the presentation of adjusted net income is appropriate as it better enables an investor to analyze the performance of our core business year over year without the impact of unusual items.

"Our 2nd quarter expense levels have returned to normal as compared to last quarter. Our earnings are also back to recent trends now that the Company has addressed the internal control deficiencies identified during the previous quarter,” stated Michael A. Shriner, President and Chief Executive Officer. Mr. Shriner added, “Management and staff are once again focused on growing the Company through prudent underwriting, sensible deposit offerings and balance sheet repositioning, especially within the current interest rate environment.”

The foregoing release may contain forward-looking statements concerning the financial condition, results of operations and business of the Company. We caution that such statements are subject to a number of uncertainties and actual results could differ materially, and, therefore, readers should not place undue reliance on any forward-looking statements. Factors that may cause actual results to differ from those contemplated include our continued ability to grow the loan portfolio, the impact of the passage of the Tax Cuts and Jobs Act, our continued ability to manage cybersecurity risks and our continued ability to successfully remediate our identified internal control weaknesses.




MSB Financial Corp. and Subsidiaries

Consolidated Statements of Financial Condition
	At June 30, 2019			At December 31, 2018
(Dollars in thousands, except per share amounts)
Cash and due from banks	$	1,200		$	1,558
Interest-earning demand deposits with banks	14,473			10,242
Cash and Cash Equivalents	15,673			11,800
Securities held to maturity (fair value of $39,201 and $38,569, respectively)	39,455			39,476
Loans receivable, net of allowance for loan losses of $5,661 and $5,655, respectively	494,192			502,299
Premises and equipment	8,006			8,180
Federal Home Loan Bank of New York stock, at cost	4,805			4,756
Bank owned life insurance	14,775			14,585
Accrued interest receivable	1,715			1,615
Other assets	2,863			1,789
Total Assets	$	581,484		$	584,500
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Non-interest bearing	$	49,799		$	46,690
Interest bearing	366,808			373,889
Total Deposits	416,607			420,579
Advances from Federal Home Loan Bank of New York	95,075			94,275
Advance payments by borrowers for taxes and insurance	703			749
Other liabilities	2,720			2,251
Total Liabilities	515,105			517,854
Stockholders' Equity
Preferred stock, par value $0.01; 1,000,000 shares authorized; no shares issued or outstanding	—			—
Common stock, par value $0.01; 49,000,000 shares authorized; 5,252,716 and 5,389,054 issued and outstanding at June 30, 2019 and December 31, 2018, respectively	53			54
Paid-in capital	42,670			44,726
Retained earnings	25,234			23,498
Unearned common stock held by ESOP (174,046 and 179,464 shares, respectively)	(1,578		)	(1,632		)
Total Stockholders' Equity	66,379			66,646
Total Liabilities and Stockholders' Equity	$	581,484		$	584,500




MSB Financial Corp. and Subsidiaries

Consolidated Statements of Income
	Three months ended June 30,				Six months ended June 30,
	2019		2018		2019		2018
(in thousands except per share amounts)
Interest Income
Loans receivable, including fees	$	5,779	$	5,436	$	11,469	$	10,572
Securities held to maturity	266		240		551		459
Other	122		62		254		136
Total Interest Income	6,167		5,738		12,274		11,167
Interest Expense
Deposits	1,264		935		2,390		1,781
Borrowings	492		372		1,050		653
Total Interest Expense	1,756		1,307		3,440		2,434
Net Interest Income	4,411		4,431		8,834		8,733
Provision for Loan Losses	—		90		—		180
Net Interest Income after Provision for Loan Losses	4,411		4,341		8,834		8,553
Non-Interest Income
Fees and service charges	93		91		165		174
Income from bank owned life insurance	96		98		190		195
Other	15		19		39		43
Total Non-Interest Income	204		208		394		412
Non-Interest Expenses
Salaries and employee benefits	1,679		1,677		3,407		3,482
Directors compensation	130		122		259		244
Occupancy and equipment	385		397		760		782
Service bureau fees	100		77		195		144
Advertising	6		9		13		13
FDIC assessment	42		69		89		123
Professional services	369		336		1,647		689
Other	195		212		403		409
Total Non-Interest Expenses	2,906		2,899		6,773		5,886
Income before Income Taxes	1,709		1,650		2,455		3,079
Income Tax Expense	487		407		719		814
Net Income	$	1,222	$	1,243	$	1,736	$	2,265
Earnings per share:
Basic	$	0.24	$	0.23	$	0.34	$	0.42
Diluted	$	0.24	$	0.23	$	0.33	$	0.41




MSB Financial Corp. and Subsidiaries

Selected Quarterly Financial and Statistical Data
	Three Months Ended
(in thousands, except for share and per share data) (annualized where applicable)	6/30/2019			3/31/2019			6/30/2018
(unaudited)
Statements of Operations Data

Interest income	$	6,167		$	6,108		$	5,738
Interest expense	1,756			1,685			1,307
Net interest income	4,411			4,423			4,431
Provision for loan losses	—			—			90
Net interest income after provision for loan losses	4,411			4,423			4,341
Other income	204			190			208
Other expense	2,906			3,867			2,899
Income before income taxes	1,709			746			1,650
Income tax expense (benefit)	487			232			407
Net Income	$	1,222		$	514		$	1,243
Earnings (per Common Share)
Basic	$	0.24		$	0.10		$	0.23
Diluted	$	0.24		$	0.10		$	0.23
Statements of Condition Data (Period-End)
Investment securities held to maturity (fair value of $39,201, $36,444, and $43,749)	$	39,455		$	36,982		$	44,770
Loans receivable, net of allowance for loan losses	494,192			489,445			509,689
Total assets	581,484			568,093			601,249
Deposits	416,607			432,754			448,512
Borrowings	95,075			64,275			82,175
Stockholders' equity	66,379			66,892			68,506
Common Shares Dividend Data
Cash dividends	$—			$—			$	2,456
Weighted Average Common Shares Outstanding
Basic	5,126,938			5,198,432			5,331,090
Diluted	5,155,258			5,237,329			5,375,090
Operating Ratios
Return on average assets	0.85		%	0.36		%	0.87		%
Return on average equity	7.28		%	3.05		%	7.17		%
Average equity / average assets	11.73		%	11.67		%	12.16		%
Book value per common share (period-end)	$	12.64		$	12.46		$	12.43



	Six Months Ended June 30,
(In Thousands, Except Per Share Data)	2019		2018
Numerator:
Net income	$	2,331	$	2,265

Denominator:
Weighted average common shares	5,179		5,400
Dilutive potential common shares	34		41
Weighted average fully diluted shares	5,213		5,441

Earnings per share:
Dilutive	$	0.45	$	0.42



Contact:	Michael A. Shriner, President & CEO
Contact:	(908) 647-4000
	mshriner@millingtonbank.com


•	Return on average assets was 0.85% for the three months ended June 30, 2019 compared to 0.87% for the three months ended June 30, 2018 and return on average equity was 7.28% for the three months ended June 30, 2019 compared to 7.17% for the three months ended June 30, 2018.


•	Net interest margin decreased three basis points to 3.21% for the quarter ended June 30, 2019 from 3.24% for the quarter ended June 30, 2018.


•	The efficiency ratio,which is calculated by dividing non-interest expense by the sum of net interest income and non-interest income, was 62.97% for the quarter ended June 30, 2019 as compared to 62.49% for the quarter ended June 30, 2018.


•	Non-performing assets represented 0.69% of total assets at June 30, 2019 compared with 0.71% at December 31, 2018. The allowance for loan losses as a percentage of total non-performing loans was 140.26% at June 30, 2019 compared to 136.83% at December 31, 2018.


•	The Company’s balance sheet at June 30, 2019 reflected a decline in total assets of $3.0 million compared to December 31, 2018 due to a reduction in loans, offset by an increase in cash and cash equivalents, improved asset quality, and capital levels that exceeded regulatory standards for a well-capitalized institution.


•	The effective tax rate increased to 28.5% for the quarter ended June 30, 2019 compared to 24.7% for the quarter ended June 30, 2018.


•	Total assets amounted to $581.5 million at June 30, 2019, a decrease of $3.0 million, or 0.52%, compared to December 31, 2018.


•	The Company’s total loans receivable, excluding the ALLL, were $499.9 million at June 30, 2019, a decrease of $8.1 million, or 1.6%, from December 31, 2018.


•	Securities held to maturity were $39.5 million at June 30, 2019, unchanged when compared to December 31, 2018.


•	Deposits decreased $4.0 million, or 0.94%, to $416.6 million at June 30, 2019 compared to $420.6 million at December 31, 2018.


•	Borrowings totaled $95.1 million at June 30, 2019, an increase of $800,000, or 0.85%, compared to $94.3 million at December 31, 2018.